Transocean Proxy Statement and 2010 Annual Report

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In addition, we have extended our industry-leading list of technical ‘‘firsts,’’ by: • Building on our dual gradient drilling technology, Continuous Annular Pressure Management (CAPM�), to broaden the application of Managed Pressure Drilling (MPD) offshore with the first application of MPD from our dynamically positioned drillship, the GSF Explorer, working for MSEC (a Marathon led consortium) offshore Indonesia. • Deploying our dual activity drilling capability for the first time in Angola with the ultradeepwater drillship Discoverer Luanda and in Egypt with the ultra-deepwater drillship Discoverer Americas. • Drilling the first offshore well in the history of Timor-Leste. The ultra-deepwater drillship Deepwater Frontier constructed this well for Reliance Industries. 2011: A Vision for the Future Despite the tragedy of Macondo, we enter 2011 in a strong position. We remain the leader in every asset class in which we operate; oil prices are strong at over US$90 per barrel; customer activity is increasing; and our stock has rebounded to about the same price as this time last year. As of February 10, 2011, our contract revenue backlog was approximately US$24.0 billion, or about 2.7 times our 2010 contract drilling revenues, providing continuing financial stability and flexibility. Certainly, there are challenges ahead. Regulatory uncertainty and permitting delays in the U.S. Gulf of Mexico continue to impact our customers’ ability to drill there. However, the majority of our 12 rigs which are contracted and operating in the U.S. Gulf of Mexico are compliant with current regulations and are prepared to resume work when our customers are able. We expect that the remaining few rigs will achieve compliance in the coming weeks. Furthermore, we have preserved our contract backlog in the U.S. Gulf of Mexico and continue to enhance the productive and meaningful relationships with our customers. Outside of the United States, market conditions are also changing. Improving oil prices and our customers’ increased capital expenditure budgets bode well for our business. The jackup market continues to evolve as customers increase demand for high-specification jackups. While overall demand for jackups is increasing, utilization of standard jackups remains flat. We are responding to this shift in market conditions by evaluating additional opportunities to expand our high-spec jackup fleet while considering options for divesting older assets. In February, we announced five-year drilling contracts for two newbuild high-specification jackup rigs for operations in Thailand for a subsidiary of Chevron Corporation. The rigs will be capable of operating in water depths up to 350 feet and constructing wells 35,000 feet deep. We expect the midwater and conventional deepwater rig markets to be stable in 2011, although near term supply overhang from the ultra-deepwater fleet could have some downward pressure on these markets. As 2011 progresses, we expect that the ultra-deepwater market will tighten. Some traditional drilling contractors are responding by speculatively pursuing ultra-deepwater newbuilds. Transocean is committed to disciplined reinvestment, and we believe incremental, speculative capacity is not good for the industry. We will not build ultra-deepwater rigs without a contract. We will continue to work with our customers to meet their needs for ultra-deepwater capacity and have contracted all but one of our ultra-deepwater rigs through 2011.
In addition to a focus on meeting our customers’ needs, we are also focused on Our Vision creating value for our shareholders, through profitable growth in our business and Transocean will be universally recognized for returning excess cash. Reflecting the innovation and excellence in unlocking the regulatory and legal challenges we have world’s offshore resources. encountered in attempting to carry out our 2010 shareholder-approved cash distribution, We will be our customers’ trusted partner and the Board of Directors has recommended that their preferred solution provider. shareholders rescind approval for the 2010 cash distribution and authorize a new We will conduct our operations in an distribution which will not require regulatory incident-free workplace, all the time, approval. A full discussion begins on everywhere. page P-11 of our proxy statement. Our people’s passion and commitment to As we move forward to take advantage of overcoming challenges will be our trademark. evolving market opportunities and our strong financial position, we will be guided by a new We will deliver outstanding value to our vision to deliver outstanding value to our customers, our employees, and our three principal stakeholders: our customers, shareholders. our employees and our shareholders. No company could have managed the tremendous challenges of 2010 without the full support of these stakeholders. Thank you. We look forward to the new opportunities that 2011 will bring. We will remain at the forefront of the industry as we continue to improve the performance and composition of our fleet and work with our customers to manage their offshore drilling challenges around the world. We will also share the company’s financial success with our shareholders. While we will always remember and honor our past, we look forward to the future and the opportunities it presents us. Sincerely, Robert E. Rose Steven L. Newman 26MAR200814431897 1MAR201009415302 Chairman President and Chief Executive Officer I would like to take this opportunity to thank members of our Board of Directors who have resigned or who will be retiring in May. Bob Rose and Victor Grijalva will retire, effective as of our Annual General Meeting, after many years of dedicated service. I would also like to thank John Whitmire, who resigned in July of 2010, and Rick George for their valuable contributions to the company. SLN March 22, 2011
Page 1 and 2: Transocean Proxy Statement and 2010
Page 3: 2010 LETTER TO THE SHAREHOLDERS We
Page 9 and 10: Agenda Items INVITATION TO ANNUAL G
Page 11 and 12: (9) Election of Three New Directors
Page 13 and 14: We may accept a proxy by any form o
Page 15 and 16: PROXY STATEMENT FOR ANNUAL GENERAL
Page 17 and 18: of the dividend reserve from capita
Page 19 and 20: You may revoke your proxy card at a
Page 21 and 22: AGENDA ITEM 2. Discharge of the Mem
Page 23 and 24: AGENDA ITEM 4. Reallocation of Free
Page 25 and 26: AGENDA ITEM 6. Conditional Agenda I
Page 27 and 28: Proposal of the Board of Directors
Page 29 and 30: AGENDA ITEM 8. Reduction of the Max
Page 31 and 32: Nominees for Director—Class III
Page 33 and 34: November 2007. Since August 2008, M
Page 35 and 36: The Board of Directors has conclude
Page 37 and 38: e disclosed and not whether a parti
Page 39 and 40: Submit nominations to our Corporate
Page 41 and 42: The Executive Compensation Committe
Page 43 and 44: Committee is ‘‘financially lite
Page 45 and 46: AUDIT COMMITTEE REPORT The Audit Co
Page 47 and 48: SECURITY OWNERSHIP OF DIRECTORS AND
Page 49 and 50: As a direct consequence of the Maco
Page 51 and 52: Executive Compensation Program—Gu
Page 53 and 54: $100,000. Accordingly, neither Long
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Element Targeted Position Comments
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In February 2010, the Committee rev
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Safety Performance. Our business in
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Timing of the system roll out compr
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total target value for stock option
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Executive Compensation Program—He
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Perquisites and Other Personal Bene
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• a cash severance benefit equal
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Summary Compensation Table EXECUTIV
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(17) In 2010, Mr. Toma’s base pay
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Outstanding Equity Awards at Fiscal
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Option Exercises and Shares Vested
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offset to allow for the fact that h
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Contributions are based on a partic
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(3) The terms and conditions of the
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(1) Based on the target (100%) payo
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Mr. Newman Mr. Rosa Mr. Brown Mr. B
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AGENDA ITEM 10 Appointment of Ernst
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Proposal AGENDA ITEM 11. Advisory V
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OTHER MATTERS Compensation Committe
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Annexes P-81
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(2) Shareholders may, upon the term
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3 Der Verwaltungsrat ist ermächtig
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Annex C Amended Article 22 of the A
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TRANSOCEAN LTD. AND SUBSIDIARIES IN
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Item 1. Business PART I Overview Tr
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Jackup rigs are mobile self-elevati
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Midwater Floaters The following tab
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Markets Our operations are geograph
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Integrated Services From time to ti
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Item 1A. Risk Factors Risks related
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Our business depends on the level o
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events” above. Our inability to r
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The application of the Working Time
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We are subject to litigation that,
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these tests, “passive income” i
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Item 2. Properties The description
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LDEQ would not rescind the enforcem
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Patent litigation—In 2007, severa
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Executive Officers of the Registran
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PART II Item 5. Market for Registra
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the “virtual second trading line
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Item 6. Selected Financial Data The
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payment of $453 million. In connect
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Midwater Floaters—For our Midwate
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Fleet average daily revenue—The f
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services operations and (d) approxi
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Depreciation, depletion and amortiz
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AR-49 Years ended December 31, 2010
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During the year ended December 31,
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applicable margin, ranging from 3.1
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Contractual obligations—As of Dec
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Plan assets—We review our investm
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Ports and Waterways Safety Act, the
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such U.S. business. In November 200
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Related Party Transactions Pacific
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and the long-term impact of those u
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in partial exposure to foreign exch
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REPORT OF INDEPENDENT REGISTERED PU
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To the General Meeting of Transocea
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TRANSOCEAN LTD. AND SUBSIDIARIES CO
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TRANSOCEAN LTD. AND SUBSIDIARIES CO
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TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Note 13—Postemployment Benefit Pl
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PART III Item 10. Directors, Execut
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(3) Exhibits The following exhibits
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4.26 Third Supplemental Indenture,
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* 10.36 GlobalSantaFe Corporation 2
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SIGNATURES Pursuant to the requirem
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TRANSOCEAN LTD. STATUTORY FINANCIAL
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TRANSOCEAN LTD. STATEMENT OF OPERAT
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Note 1—General TRANSOCEAN LTD. NO
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TRANSOCEAN LTD. NOTES TO STATUTORY
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Note 7—Board of Directors Compens
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As of December 31, 2009 Name TRANSO
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As of December 31, 2009 TRANSOCEAN
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provided, however, that: TRANSOCEAN
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Transocean is a leading internation
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Under the terms and conditions cont
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As of December 31, 2010, December 3
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3. Board of Directors 3.1/ The memb
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Corporation during 1994 and 1995 an
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� Members of Executive Management
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Long-Term Incentive Plan The annual
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Pension Benefits for Fiscal Year 20
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Our Articles of Association further
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7. Mandatory Offer Requirement / Ch
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Annex 1 Subsidiaries of Transocean
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Name Jurisdiction Registered Office
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Name Jurisdiction Registered Office
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Board Of Directors Robert E. Rose C
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